At his 1875 engagement party, the wealthy Newland Archer (John Boles) is surprised to meet his childhood friend Ellen (Irene Dunne), beautiful and grown up and now Countess Olenska. Olenska is the cousin of his fiancee May (Julie Haydon) and is considered scandalous by the strait-laced society of the time. Newland, however, treats her well and sends her two dozen yellow roses. Olenska turns to Newland for advice about a possible divorce.
He soon realizes that he is in love with her.
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